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BPL > SEC Filings for BPL > Form 8-K on 10-Oct-2013All Recent SEC Filings

Show all filings for BUCKEYE PARTNERS, L.P.



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fina

Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2013, Buckeye Partners, L.P. ("Buckeye") entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Hess Corporation ("Hess") pursuant to which Buckeye or one of its wholly owned subsidiaries will purchase (the "Hess Terminals Acquisition") 20 liquid petroleum products terminals with total storage capacity of approximately 39 million barrels for $850 million. The Hess Terminals Acquisition includes (i) Hess's 19 liquid petroleum products storage terminals located along the U.S. East Coast, with approximately 28.6 million barrels of liquid petroleum products storage capacity, and (ii) Hess Oil St. Lucia Ltd ("HOSLL"), a wholly-owned subsidiary of Hess and the owner and operator of a crude oil and refined products terminal located on the Caribbean island of St. Lucia, with approximately 10.3 million barrels of crude oil and refined petroleum products storage capacity. The purchase price is subject to customary adjustment at closing for working capital of HOSLL and certain refined petroleum products inventory of HOSLL as provided in the Purchase Agreement.

Pursuant to the Purchase Agreement, at the closing of the Hess Terminals Acquisition Buckeye and Hess will enter into one- to four-year agreements at various terminals pursuant to which Buckeye will provide to Hess and its subsidiaries fee-based storage and throughput services.

The Purchase Agreement contains certain customary representations and warranties and covenants, including customary indemnification provisions. Consummation of the Hess Terminals Acquisition is subject to certain regulatory conditions and customary closing conditions, including the receipt of antitrust approval from the Federal Trade Commission. There can be no assurance that this and other closing conditions will be satisfied. The Hess Terminals Acquisition is expected to close by the end of 2013.

The disclosure contained in this Item 1.01 does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure.

On October 9, 2013, Buckeye issued a press release announcing the Hess Terminals Acquisition, a copy of which is attached as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of Buckeye.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1 Purchase and Sale Agreement, by and between Buckeye Partners, L.P. and Hess Corporation, dated as of October 9, 2013*

99.1 Press Release, issued October 9, 2013

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the Commission upon request.

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